INDEMNIFICATION
AGREEMENT
This
Indemnification Agreement (the “Agreement”) is made as
of February __, 2009, by and between AMCOL International
Corporation, a Delaware corporation (the “Company”) and
«Name», «Office»
(“Indemnitee”).
RECITALS
WHEREAS,
the Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve the Company as
officers and directors.
WHEREAS,
the Bylaws and Certificate of Incorporation of the Company (the
“Governing Documents”) provide current and former
directors and officers of the Company certain rights to
indemnification and advancement of expenses.
WHEREAS,
Indemnitee wishes to ensure that the rights to indemnification and
advancement of expenses to which Indemnittee is currently entitled
under the Governing Documents will not be eliminated, diminished or
otherwise adversely affected without Indemnitee’s
consent.
WHEREAS,
it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify, and to advance
expenses on behalf of, Indemnitee to the fullest extent provided
in, and on the terms and conditions set forth in, the Governing
Documents as in effect on the date of this Agreement, so that such
contractual obligations shall not be adversely affected by
subsequent amendments to the Governing Documents.
NOW,
THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and
agree as follows:
Section
1.
Services to the Company . Indemnitee agrees to
serve the Company in the office listed below his or her name on the
signature page hereof (the “Office”). Indemnitee may at
any time and for any reason resign from such Office (subject to any
other contractual obligation or any obligation imposed by operation
of law), in which event the Company shall have no obl
